Statement re Possible Offer

RNS Number : 5953Z

Total S.A.

19 March 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

19 March 2012

Total S.A. ("Total")

Possible offer for Wessex Exploration plc ("Wessex")

Further to the recent movement in Wessex's share price, Total confirms that it has made an approach to Wessex regarding a possible cash offer for the entire issued and to be issued share capital of Wessex at a price of 10 pence per ordinary share (assuming that all outstanding options and warrants are exercised).

The Board of Directors of Wessex has confirmed that in the absence of a higher competing offer and subject to shareholder consultation it would currently be minded to give its recommendation should a firm offer be made at this price by Total.

There can be no certainty that any offer will ultimately be made or as to the terms of any offer and Total reserves the right to reduce the offer price with the consent of the Target.

Total notes that in accordance with Rule 2.6(a) of the Takeover Code, Total will have until 5.00pm on 16 April 2012 (or such later time and/or date as may be agreed by the Takeover Panel) to announce either a firm intention to make an offer for Wessex or that it does not intend to make an offer.

A further announcement will be made when appropriate.

A copy of this announcement is also available on Total's website at www.total.com

For further information, please contact:

Total

Laurent Ketten-Meyer                                       [phone]

Rothschild (Financial Adviser to Total)

Roger Ader/James Smith                                    [phone]

WH Ireland Limited (Financial adviser to Wessex)         

John Wakefield/Marc Davies                              [phone]

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom

Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position

Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule

8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening

Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone]."

 

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